8-K

UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

Washington,

D.C. 20549

FORM

8-K

(AmendmentNo.)

CURRENT

REPORT

PURSUANT

TO SECTION 13 OR 15(d) OF THE

SECURITIES

EXCHANGE ACT OF 1934

Dateof report (Date of earliest event reported): August 30,2025

AWAYSIS

CAPITAL, INC.

(ExactName of Registrant as Specified in Charter)

3400Lakeside Dr**, Suite100** , Miramar ,Florida

33027

(Addressof Principal Executive Offices) (Zip Code)

Registrant’stelephone number, including area code: (855)

795-3311

(FormerName or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

Securities Registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

As previously disclosed, on December 31, 2024, Awaysis Belize Ltd., a Belize corporation and wholly-owned subsidiary of Awaysis Capital, Inc. (the “Company”), or Awaysis Belize, acquired all of the stock and substantially all of the assets (the “Chial Reserve Assets”) of Chial Mountain Ltd., a Belize corporation, or Chial Mountain, pursuant to the terms and conditions of an Agreement of Purchase and Sale, dated December 31, 2024 and effective December 20, 2024 (the “Asset Purchase Agreement”). The initial estimated purchase price of the Chial Reserve Assets was $5,500,000, which was subsequently adjusted to approximately $4,465,415 based on a third-party appraisal of the real property portion of the Chial Reserve Assets.

On August 30, 2025, the Company’s Board of Directors (the “Board”) met to discuss the Company’s review of the third-party appraisal and the valuation of the non-fixed assets of the Chial Reserve Assets. During the course of its review, the Company identified numerous material inconsistencies and errors in the methodologies underlying both evaluations. Following discussion, the Board unanimously approved: (i) commissioning a new third-party appraisal of the real property portion of the Chial Reserve Assets, and (ii) commissioning a new valuation of the non-fixed assets, with both appraisers to be selected from a list provided by Michael Singh, the Company’s Co-Chief Executive Officer, and ultimately chosen by the Board (together, the “Chial Appraisal”).

The information set forth in Item 5.02 is incorporated by reference into this Item 1.01.

On August 30, 2025, Mr. Singh and his affiliate BOS Investments, Inc. (“BOS”) granted the Company a waiver of the impending maturity dates with respect to the following:

Following the waiver, the parties agreed to work in good faith to negotiate subsequent amendments to each promissory note.

On August 30, 2025, the Board unanimously voted to temporarily remove Mr. Singh as Chairman of the Board pending completion of the Chial Appraisal. The Board unanimously appointed Dr. Narendra Kini to serve as temporary Chairman of the Board during this interim period.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.